JUNE 4TH, 18 IS THE SETTLEMENT CONFERENCE Friday, April 20, 2018 88 order Order ~Util - Set Hearings Fri 4:08 PM ORDER: A settlement conference is scheduled before Magistrate Judge Aaron on Monday, June 4, 2018 at 10:00 a.m. in Courtroom 11C, United States Courthouse, 500 Pearl Street, New York, NY 10007. The parties shall comply with the Settlement Conference Procedures for Magistrate Judge Stewart D. Aaron, available at http://www.nysd.uscourts.gov/judge/Aaron. SO ORDERED. (Settlement Conference set for 6/4/2018 at 10:00 AM in Courtroom 11C, 500 Pearl Street, New York, NY 10007 before Magistrate Judge Stewart D. Aaron.) (Signed by Magistrate Judge Stewart D. Aaron on 4/20/2018) (Text Only Order) (Aaron, Stewart)

CMGO Management

Glenn Laken, 60, member of the Board, Chairman of the Board and Chief Executive Officer ("CEO")

On April 7, 2014 the Board of Directors (the "Board") of CMG Holdings Group, Inc. ("CMG Holdings" or the "the Company"), appointed Glenn Laken, 60, as a member of the Board, Chairman of the Board and Chief Executive Officer ("CEO"). Acting CEO Jeffrey Devlin will remain with the company as its Vice-Chairman of the Board.

Over the past 30 years, Mr. Laken has held multiple senior executive positions and created successful growth strategies in the financial services sector. His expansive professional experience includes working as an advisor to the 22 billion dollar Ameritech Pension fund, partnership in a Wall Street specialist firm, ownership of a Chicago clearing house with offices nationwide, and the purchase and restructuring of the Cigarette Racing Team Company. He has also enjoyed success in the area of mergers and acquisitions as an accomplished business leader.

In 2000 Mr. Laken was accused of conspiring to bribe union officials while raising money for a hedge fund and participating in an Internet stock promotion where the exact amount paid for that promotion wasn’t clearly stated. These allegations, made by a government informant, resulted in conviction after a 15-week trial, despite the fact that Mr. Laken never met any union officials, received any union monies for his fund or directly contracted for the Internet promotion.

A Company shareholder since 2010, Mr. Laken organized a shareholder group that forced changes in Company management in 2012, after careful analysis revealed that the Company was failing to reach its potential due to mismanagement by the original management team. Since orchestrating this change, Mr. Laken has worked as Company consultant, introducing Jeffrey Devlin and David Kovacs to the Board, and bringing Ron Burkhardt on as a board member and executive chairman of XA, The Experiential Agency, Inc. (“XA”). He also introduced a new subsidiary partially owned by his wife, Good Gaming Inc., to the Companies portfolio and arranged the sale of Audio Eye, Inc. stock to fund the elimination of the Company’s toxic debt.

In connection with his appointment as the Company’s CEO and Chairman, Mr. Laken was granted forty million stock options with an exercise price of $0.0155 and a five-year term. The Company anticipates entering into an employment agreement with Mr. Laken by April 30, 2014.

Mr. Laken will continue to seek new opportunities to add shareholder value through organic growth of existing assets of CMG and acquisition of undervalued private and public companies. Mr. Laken has always believed in the strength of the underlying assets of CMG, and upon his appointment as Chairman and CEO, stated, “I’m looking forward to growing CMG into a world class company.”

There are no arrangements or understandings between Mr. Laken and any other persons pursuant to which he was selected as Chairman and Chief Executive Officer. There are also no family relationships between Mr. Laken and any director or executive officer of the Company.

Every long owes Glenn Laken, CEO, a bunch of gratitude. He has saved this company from going completely under. Most of you know that I have been around a long time...before the stock went to .40 from .025. Here is my synopsis of the past 8 year history, starting with Pebble Beach.....

1. Around Feb 08..CMG inc. rev merges into Pebble Beach inc. Pebble beach management resigns and Morrel, Ennis, and Vendetty take over. Collectively there are 80 shareholders. AS is 150M 2. May 08 they close agreement..roughly 40M OS split by previous and new management. 3. Ennis almost immediately issues 12 convertible notes 4. In 2009, after foreclosing on 150k note to wagner, XA and all assets are acquired. Nice start to a friendly working relationship eh' 5. Morrel and company fail to bring in any "real revenue's" but XA seems to be doing well...Convertible's continue to be issues. 6. PPS goes from .024 to .40 when OS was reasonable. 7. Notes issuance continue's 8. Shareholders, Mr. Laken, etc...inquire why Ennis is hands off manager and 9. LOI for AudioEye 9/2009 10.3/2010 they finalize on AEYE 11.Notes continue to be issued. 12.Management creates large salaries..issues shares 13.Glenn Laken questions management 14.Management doesn't like it. 15.6/11 management announces AE spinoff realizing it cant fund them 16.8/12 they finally close AE deal 17.9/12 CEO Morel steps down. Ennis takes over. 18.Glenn Laken leads shareholders to effect change in control of CMGO 19.11/12 Official notice given to Ennis of change of control 20.11/12 GL and holders demonstrate 162M shares(55%) take over co 21.Glenn appoints highly decorated Jeff Devlin to BOD 22.12/12 Joe Wagner appointed COO 23.Glenn is literally handed garbage bags full of documents, files, etc and has to make sense of just what past management did exactly. Starts due diligence process on XA etc. 24.2/13 AEYE shares dispensed 25.Glenn see's more clearly the mess he has been handed and calculates appx 100k Notes and 165K penalties on books.. 26.Glenn Laken, CEO, develops plan to eliminate debt with AEYE shares. 27.4/13 Glenn retires Asher note saving 16.5 M shares 28.Glenn Laken, CEO, continues to clean house and get clarity on mess he was left, 8/13 announces great success in his negotiations to reduce the OS by appx 11.5% === returns 40M shares to treasury. Gets 85K note cancelled 29.During same month, re negotiates Morrels walking package, kills options and outstanding note resolved for 2M shares eliminating potential 18M to convert. 30.10/13 announce sale of AEYE shares for 1.5M..plans to eliminate all debt and inject capital into XA 31.11/13 Glenn laken pays off more debt and announces that he received 85K from Audio eye. Tells shareholders they are about to have zero convertibles on the books for first time in 3 years. 32.1/6/14 Glenn Laken announces for first time in company history it is debt free. 33.2/14 announce hiring of Burkhadt and step down of other board members. Burkhardt comes with stellar past successes. 34.4/14 announce acquisition of Good Gaming inc. 35.4/14 CMGO announces share repurchase program effective to 4/16 36.7/14 Glenn realizes that Burkhardt is not doing what they agreed upon and announces his termination 37.9/14 Glenn accepts Devlins resignation as he provided little value to growing the business, but like Burhardt was expensing travel...etc.... 38.11/14 Glenn Laken, CEO announces forensic investigation into XA revealed substantial patterns of fraud by XA management and execs. Announces lawsuit in supreme court of NY against XA fraudsters. 39.3/15 XA's asset sale to CMG finalized. 40.7/15 Glenn Laken, Chairman and CEO of CMG Holdings announced today that Company management has arranged financing for all litigation costs related to CMG’s civil RICO lawsuit against Hudson Gray, Studio AG, Mixed Company and the Hudson Defendants. Under the terms of this arrangement, CMG’s only financial responsibilities will be out of pocket expenses, such as experts and deposition costs. In return for said funding, CMG has agreed to share any recovery costs on a 67 - 33 split basis. Mr. Laken noted, “This financing arrangement is a critical component for the Company, to assure that shareholder’s claims against Hudson Gray are vigorously litigated and collected without any danger of coming up short monetarily.” 41.9/23/15 Glenn announces: CMG Holdings Group, Inc. ("CMG") is pleased to report the debt securities owned by KBM Worldwide (Asher) and its affiliates have been bought by pension funds, and are now in the hands of investors whose interests are aligned with the Company. Additionally, CMG has secured a 30-day option on its remaining toxic debt stating, "we expect to place the remaining debt in similar hands, and by so doing, pave the way for the company to move back into growth mode, which we expect to include strategic mergers and acquisitions, spin-outs, and other shareholder friendly activities." Management expects to make informational disclosures concerning these activities in the near future. 42.Glenn Laken, CEO, carries on with essentially no revenues. Funding the company on his own, he strives on. 43.9/25/15...CMG Holdings Group, Inc. (OTCQB: CMGO) announced today it has signed a letter of intent to acquire E&E Enterprises Global, Inc. 44.Hundreds of Long Shareholders give Glenn standing ovation during sharholder gathering....not really, but should happen, he deserves it. 45.10/8/15 CMG Holdings Group, Inc. (OTCQB: CMGO) today announced it has signed a letter of intent to acquire Blue Horizon Concepts, Inc. ("BHC") 46.10/15/15 CMG Holdings Group, Inc. (OTCQB: CMGO) today announced it has signed a letter of intent to acquire Transmit Program Management LLC ("TPM") 47.11/15 the Company has signed an agreement to spinout its majority owned subsidiary, Good Gaming, Inc., into a publicly tradedentity currently operating as "HDS International Corp. (HDSI/OTC)" 48.2/18/16 HDS International Corp. and CMG Holdings Group, Inc. (OTC PINK: HDSI & OTCQB: CMGO): Glenn Laken, Chairman and CEO of HDS International Corp.'s ("HDSI") parent, CMG Holdings Group, Inc. ("CMGO"), announced today that the spin-out of Good Gaming is now complete.

No matter what anyone says on these boards, it is clear and obvious, that we have a strong CEO of high character and will. Not many men would have taken on this herculean task, and with that being said, here we are with CMGO alive and with great prospects. All of this crap was dumped on him within his first month as CEO, yet he has carried on.

Tremendous potential thanks to Glenn Laken, CEO and Co.

Ok, Lets first start with this bit of news released Jan 6th, 2014

"CMG Holdings, Inc. (“CMG” or “the company”) proudly announces today that for the first time in the history of the company, it is debt free."

The company first caught my eye in February 2008. This is when Creative Management Group inc. was reverse merged into Pebble Beach Enterprises inc. There was a change in control, a name change to CMG Holdings Inc. This company was run by the old management, Alan Morell, Mike Vandetty, and Jim Ennis. The future looked bright and the OS was around 42M.

They quickly acquired the assets of Xa, The Experiential Agency in March, 2009. This was exciting because Xa was a proven revenue driver. The company has been around since 1989, through all markets. Xa proved to be their main revenue source, as the talent management and commercial rights segments produced very little income. Old management started issuing convertible notes, most likely to pay their large salaries of $675,000/yr.

In March 2010, they closed on the AudioEye acquisition. They paid $30k cash, 1.5 Million in shares and deferred capital commitments of 2.5 million over a few years. Although the IP and patents AE possesed at the time were valuable, and had good independent valuations, history shows that they were ahead of the curve with this purchase and they had a hard time funding AE, as AE wasn't able to generate much revenue at that time. It was also difficult to finance a subsidiary, under the umbrella of the holding company, so with this, AE was eventually spun off and became an independent public company trading in the OTC under symbol AEYE. CMG at the time of spinoff was able to retire senior secured notes, give shareholders a dividend, and hold around 5M shares of AE on books, and they also had revenue sharing % of future AE sales and revenue.

There is a lot I'm leaving out, but essentially the company continued (Old Management) to issue more and more convertible notes. Along the way, many organized long shareholders were accumulating millions and millions of shares. Many from the toxic convertible sales. The long shareholders had had enough and took matters into their own hands and effected a change in control, and instituted new management and a new direction. Since then, new management has made some very shareholder friendly moves. Mainly, they took the company to debt free status as cited above from the Jan 6, 2014 8K. They also reduced the OS substantially, returned shares to the treasury and nullified other outstanding convertibles. They appointed powerhouse new management additions to the BOD of CMGO and to XA. They acquired Good Gaming llC, and are making an entrance into the ever growing Esports sector. Links to follow.

Shareholders take back control of company!!!

CMGO's recent change in control summary. This is very rare in the OTC markets.

On November 26th 2012, groups of organized long shareholders sent written correspondence to the then

current management indicating they had 55% majority of the stock and wanted to ammend the corporate bylaws.

On January 22, 2013, new management informs the shareholders of increased communication and updates, a new line of credit for XA, inc., expectations of dramatic increase in revenues (Revenues were already up in 2012 - 9 months ending Revenue 7.5Million). They also informed shareholdes that AE dividend shares are with TA and ready for distribution around Mid Feb 2013. Also informed us of possible corporate name change and ticker change to better reflect main revenue driver, XA, inc.http://www.sec.gov/Archives/edgar/data/1346655/000117892413000011/f8k1222_form-cmgo.htm

On August 5, 2013, new management informs the shareholders through an 8K that CMGO has come to an agreement that brings closure to the termination of old management in regards to shares and debt held by the aforementioned resulting in a 11.5% reduction in the company's Outstanding Float and the elimination of an $85,000 note plus two years interest at 20%. There will be a reversal of the $85K note on the company's books.